Events After the End of the Reporting Period

Sale of 10.4% of the shares in Covestro

On January 10, 2018, Bayer AG reduced its direct interest in Covestro from 24.6% to 14.2%. This was achieved by selling 21 million shares to institutional investors at a price of €86.25 per share. In addition to Bayer AG’s direct stake in Covestro, Bayer Pension Trust holds a further 8.9%. As already announced, Bayer intends to achieve full separation from Covestro in the medium term.

The proceeds from the divestment of Covestro shares were largely used to reduce the syndicated credit facilitySyndicated credit facilityCredit line agreed with a group of banks; generally used for extensive financing requirements, such as when making an acquisition, to increase available liquidity or as security for the issuance of debt instruments. The credit facility can be utilized and repaid flexibly, either in full or in portions, during its term. arranged to finance the planned acquisition of Monsanto by US$1.8 billion to US$49.7 billion.

Divestments in conjunction with the planned acquisition of Monsanto

In connection with the proposed acquisition of Monsanto and related anti-trust clearance proceedings, Bayer has committed to divest its entire vegetable seed business, in addition to the sale of certain Crop Science businesses to BASF. Certain additional business activities of Bayer and Monsanto may also be sold or out-licensed. Through the move, Bayer is actively addressing observations expressed by anti-trust authorities. Any sales and licenses would be subject to a successful closing of the proposed acquisition of Monsanto, which remains subject to customary closing conditions, including receipt of required regulatory approvals.

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this Annual Report may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward- looking statements. The factors that could cause actual results to differ materially include the following: uncertainties as to the timing of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time frames or at all and to successfully integrate Monsanto’s operations into those of Bayer; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the announcement of the transaction; the retention of certain key employees at Monsanto; risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the impact of the refinancing of the loans taken out for the transaction, the impact of indebtedness incurred by Bayer in connection with the transaction and the potential impact on the rating of indebtedness of Bayer; the effects of the business combination of Bayer and Monsanto, including the combined company’s future financial condition, operating results, strategy and plans; other factors detailed in Monsanto’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended August 31, 2017 and Monsanto’s other filings with the SEC, which are available at http://www.sec.gov and on Monsanto’s website at www.monsanto.com; and other factors discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. Bayer and Monsanto assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date.